77Voluntary winding-up

77 Voluntary winding-up (1) An incorporated limited partnership may be wound up voluntarily— (a) if the partnership agreement sets out the terms on which the partnership may voluntarily be wound up—in accordance with the partnership agreement; or (b) subject to the partnership agreement, if the limited partners resolve to wind up the partnership by special resolution. (2) On a voluntary winding-up of an incorporated limited partnership— (a) if the partnership agreement sets out how the assets are to be dealt with on a voluntary winding-up—the assets must be dealt with in accordance with the partnership agreement; or (b) in any other case—the assets must be distributed among the partners in shares that are proportionate to their respective contributions of capital or property to the partnership.

(3) Any person aggrieved by the operation of this section in relation to the assets of an incorporated limited partnership may apply to the Supreme Court. (4) On an application under subsection (3), the Supreme Court may make any order relating to the disposal of the assets that it considers appropriate.